<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-K
                                  ANNUAL REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

For the fiscal year ended May 31, 1997              Commission File No. 0-9061

                            ELECTRO RENT CORPORATION

A California corporation                         I.R.S. Employer
                                                 Identification No. 95-2412961

                            6060 Sepulveda Boulevard
                         Van Nuys, California 91411-2512
                    (Address of principal executive offices)

Registrant's telephone number, including area code: (818) 786-2525 
Securities registered pursuant to Section 12(b) of the Act: None 
Securities registered pursuant to Section 12(g) of the Act:

         Common Stock without par value.

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes ..X.. No ....

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendments to this Form 10-K. [ ].

         The aggregate market value of the voting stock of the registrant held
by non-affiliates of the registrant as of August 11, 1997 was $273,289,174.

         Number of shares of Common Stock outstanding as of August 11, 1997:
12,050,571 shares.





<PAGE>   2

                            ELECTRO RENT CORPORATION

                             FORM 10-K ANNUAL REPORT

                       DOCUMENTS INCORPORATED BY REFERENCE

         1. Pages 3 and 19 to 28 of the Annual Report to Security Holders for
the fiscal year ended May 31, 1997 (the "1997 Annual Report") are incorporated
by reference in this Form 10-K Annual Report.

         2. Proxy Statement for the Annual Meeting of Shareholders to be held on
October 9, 1997 (the "1997 Proxy Statement").

                              CROSS REFERENCE SHEET

                     Showing Location in 1997 Annual Report
                     and 1997 Proxy Statement of Information
                         Required by Items of Form 10-K


<TABLE>
<CAPTION>
                                                              Caption and Reference
   Form 10-K Item                                          in 1997 Annual Report ("AR")
 Number and Caption                                      or 1997 Proxy Statement ("PS")
 ------------------                                      ------------------------------
                                     PART II
<S>                                                       <C>
 5.  Market for the Registrant's
     Common Equity and Related
     Shareholders Matters                                          AR page 27
 6.  Selected Financial Data                                       AR page 1
 7.  Management's Discussion and
     Analysis of Financial
     Condition and Results of
     Operations                                                    AR pages 15 and 16
 8.  Financial Statements and
     Supplementary Data                                            AR pages 17 to 26

                                    PART III

10.  Directors and Executive
     Officers of the Registrant                                    PS pages 2 to 4
11.  Executive Compensation                                        PS pages 5 to 10
12.  Security Ownership of
     Certain Beneficial Owners
     and Management                                                PS pages 2 to 4
13.  Certain Relationships and
     Related Transactions                                          PS page 5
</TABLE>






                                        2

<PAGE>   3

                                     PART I


Item 1.  Business.

         Electro Rent Corporation (the "Company" or "Electro Rent") was
incorporated in California in 1965. The Company became a publicly held
corporation on March 31, 1980.

         The Company primarily engages in the short-term rental of state-
of-the-art electronic equipment. About 50% of the Company's equipment portfolio
is composed of general purpose test and measurement instruments and
microprocessor development systems purchased from leading manufacturers such as
Hewlett Packard, Tektronix, Intel and Texas Instruments. The remainder, and a
growing portion of the equipment portfolio, comprises personal computers and
workstations. Personal computer lines include those from IBM, Compaq, Apple,
Dell and Toshiba; while workstations are purchased primarily from Sun
Microsystems, Hewlett Packard and Digital Equipment. A large part of its
equipment portfolio is rented or leased to Fortune 500 companies in the
aerospace, electronics and defense industries. Management believes that the
Company's equipment is primarily used in research and development activities and
that a significant amount of its equipment is used in connection with
government-generated projects. The Company also rents equipment to companies of
various sizes representing a cross-section of American industry. No customer
accounted for more than 10% of the Company's revenues for the fiscal year ended
May 31, 1997. No significant portion of the Company's revenues are currently
derived from direct United States Government contracts.

         An important aspect of the Company's equipment portfolio management is
the resale of equipment from the portfolio, generally three to five years after
purchase, which, on the average, have been at prices above book value. Such
sales have historically provided a substantial portion of revenues and operating
cash flow.

         The Company services its customers through a network of equipment,
calibration and service centers in the United States and Canada which are linked
by an on-line computer system. These centers also function as depots for the
sale of used equipment.

         Data Rentals/Sales, Inc., formerly a wholly owned subsidiary of the
Company, has been merged into the Company and is operated as a division of the
Company.







                                        3

<PAGE>   4

         Genstar Rental Electronics, Inc., a Delaware corporation, formerly a
wholly owned subsidiary of the Company, was merged into the Company as of May
31, 1997.

         On December 12, 1985 the Company entered into a joint venture agreement
with Nas-Fritzke International Corp. to form Nippon Electro Rent Co., Ltd. for
the purpose of renting and selling test and measurement equipment and
microcomputers in Japan. The Company's original joint venture interest of 25%
was reduced to 15% in March 1991, and further reduced to 3.6% in October 1996.

         Electro Rent is one of the larger companies in the highly competitive
electronic equipment rental and lease business. Independent industry
publications have identified a number of major competitors, including A T & T
Capital Instrument and Data Services, a division of A T & T Capital Corporation;
G.E. Technology Management Services (G.E. Rents), a division of General Electric
Corporation; Hewlett- Packard; Telogy; and Continental Resources. Since the
larger of these firms are divisions of large corporations, these firms have
access to greater financial and other resources than does the Company.

         Electro Rent's business is relatively non-seasonal except for the third
quarter months of December, January and February, when rental activity declines
because a number of customers close for extended Christmas-New Year vacation. In
addition, the shortness of February results in a reduced level of rental
billing.

         Electro Rent purchases the majority of its equipment from leading
suppliers of electronic equipment. The research and development, manufacturing
and marketing trends and activities of the Company's major suppliers tend to
shape the nature of the rental and lease demand of the Company's customers and
the availability of equipment. As a result, Electro Rent's business is
significantly affected by the continued research and development, manufacturing
and financial condition of its major suppliers, particularly Hewlett-Packard.

         Electro Rent believes that its relationships with its major suppliers
are good. Because of the volume of its purchases and its long-term purchase
commitments, the Company obtains favorable price discounts.

         At May 31, 1997, Electro Rent and its subsidiary employed approximately
505 individuals. None of the employees is a member of a labor union. Electro
Rent considers its employee relations to be satisfactory and provides standard
employee benefits and pays certain of the costs of employee education.






                                        4

<PAGE>   5

Item 2.  Properties.

         Electro Rent's corporate headquarters are located at 6060 Sepulveda
Boulevard, Van Nuys, California. The building contains approximately 84,500
square feet of office space. Approximately 39,700 square feet are currently
being leased, all of which will be available for future needs of the Company.
There is no additional space in the building available for leasing.

         Electro Rent owns a facility in Wood Dale, Illinois containing
approximately 30,750 square feet. It houses the Company's Chicago operations.

         In March 1994 Electro Rent purchased a building at 15385 Oxnard Street,
Van Nuys, California. The building contains approximately 68,200 square feet. A
portion of the building is being utilized to house the Company's California
warehouse and laboratory operations. Approximately 34,000 square feet of the
building are leased to others until needed by the Company.

         As of May 31, 1997 Electro Rent had both sales offices and equipment,
calibration and service centers in the metropolitan areas of Boston, Chicago and
Los Angeles. Electro Rent also has sales offices in Atlanta, Cleveland, Dallas,
Denver, Detroit, Houston, Minneapolis, Montreal, New York/Newark, Ottawa,
Phoenix, Portland (OR), Rochester, San Diego, San Francisco, Seattle, Toronto
and Washington/Baltimore.

         Electro Rent's facilities aggregate approximately 325,534 square feet.
Except for the corporate headquarters, the Chicago area facilities, and the
Oxnard Street building, all of the facilities are rented pursuant to leases for
up to five years for aggregate annual rentals of approximately $1,062,000 in
fiscal 1997. No rented facility is considered essential to the Company. The
Company considers its facilities to be in good condition, well maintained and
adequate for its needs.

Item 3.  Legal Proceedings.

         Nothing to report.

Item 4.  Submission of Matters to a Vote of Security Holders.

         No matter was submitted during the fourth quarter of the fiscal year
covered by this report to a vote of the security holders of the Company.






                                        5

<PAGE>   6

                                     PART II

Item 5.  Market for the Registrant's Common Equity and Related
         Stockholder Matters.

         The Company's common stock is listed by the National Association of
Securities Dealers and is quoted on the NATIONAL MARKET SYSTEM OF NASDAQ. The
symbol is ELRC. The quarterly market price ranges for the common stock for the
two fiscal years ended May 31, 1997 as quoted on NASDAQ, shareholder information
and dividend information are set forth on page 27 of the 1997 Annual Report and
are incorporated herein by reference.

         None of the Company's preferred shares are issued and outstanding.


Item 6.  Selected Financial Data.

         The summary of the selected financial data referred to as Financial
Highlights, appearing on page 1 of the 1997 Annual Report, is hereby
incorporated by reference.


Item 7.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations.

         Information appearing under the above caption on pages 15 and 16 of the
1997 Annual Report is hereby incorporated by reference.


Item 8.  Financial Statements and Supplementary Data.

         The Company's consolidated financial statements together with the
report thereon of Arthur Andersen LLP appearing on pages 17 to 26 of the 1997
Annual Report are hereby incorporated by reference.


Item 9.  Changes in and Disagreements With Accountants on Accounting and 
         Financial Disclosure.

         Nothing to report.








                                        6

<PAGE>   7

                                    PART III

Item 10. Directors and Executive Officers of the Registrant.

         Information appearing in the 1997 Proxy Statement under the captions
Election of Directors (pages 2 and 3), Executive Officers (page 4), Compliance
With Section 16 of the Securities Exchange Act of 1934 (page 4), and
Transactions With Management (page 5), is hereby incorporated by reference.


Item 11. Executive Compensation.

         Information appearing in the 1997 Proxy Statement under the caption
Executive Compensation (pages 5 to 8) is hereby incorporated by reference.


Item 12. Security Ownership of Certain Beneficial Owners and Management.

         Information concerning the ownership of the Company's securities by the
principal holders and by management is set forth in the 1997 Proxy Statement
(pages 2 and 3), and is incorporated herein by reference.


Item 13. Certain Relationships and Related Transactions.

         Information appearing in the 1997 Proxy Statement under the caption
Transactions With Management (page 5) is hereby incorporated by reference.


                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K.

         (a) The following financial statements and financial statement schedule
covered by the Report of Independent Public Accountants are filed as a part of
this report and are included or incorporated herein by reference to the
following page or pages of the 1997 Annual Report.



                                        7

<PAGE>   8


<TABLE>
<CAPTION>
                                                                                        Page Number
                                                                              1997 Annual
          Item                                                                   Report        Form 10-K
<S>                                                                             <C>            <C>
Consolidated Balance Sheets at
  May 31, 1997 and 1996                                                           18

Consolidated Statements of Income
  for each of the three years in
  the period ended May 31, 1997                                                   17


Consolidated Statements of Shareholders'
  Equity for each of the three years in
  the period ended May 31, 1997                                                   19

Consolidated Statements of Cash Flows
  for each of the three years in the
  period ended May 31, 1997                                                       20

Notes to Consolidated Financial Statements                                      21 to 26

Report of Independent Public Accountants                                          27

Schedule for each of the three years in the period ended May 31, 1997:

    II - Valuation and qualifying accounts                                                          12

Consent and Report of Independent Public
   Accountants                                                                                      14
</TABLE>


         All other schedules have been omitted since the required information is
not present or is not present in amounts sufficient to require submission of a
schedule, or because the information required is included in the financial
statements or related notes.

         (b) Reports on Form 8-K.

         During the last quarter of the period covered by this Annual Report,
Form 10-K, the Registrant did not file and was not required to file any Current
Reports on Form 8-K.








                                        8

<PAGE>   9

         (c)      Exhibits listed by numbers corresponding to Exhibit Table of
                  Item 601 of Regulation S-K.

         (3) Articles of Incorporation (Restated) and bylaws are incorporated by
reference to Exhibits 1.2 and 6.1, respectively, of Registration Statement (Form
S-14), File No. 2-63532. A copy of the Restated Articles of Incorporation and
the Certificate of Amendment of Restated Articles of Incorporation filed October
24, 1988 are incorporated by reference to Exhibit (3) to the Annual Report (Form
10-K) for the fiscal year ended May 31, 1989. A copy of the amendment to the
bylaws adopted October 6, 1994 is incorporated by reference to the Annual Report
(Form 10-K) for the fiscal year ended May 31, 1995. A copy of the amendment to
the bylaws adopted November 15, 1996 is filed as Exhibit (3) to this Annual
Report.

         (10)(A) The ELECTRO RENT CORPORATION EMPLOYEE STOCK OWNERSHIP AND
SAVINGS PLAN, JUNE 1, 1985 RESTATEMENT, and the ELECTRO RENT CORPORATION
EMPLOYEE STOCK OWNERSHIP AND SAVINGS PLAN TRUST AGREEMENT, are incorporated by
reference to Exhibits 10(A)-(1) and 10(A)-(2) of the Registrant's Annual Report
(Form 10-K) for the fiscal year ended May 31, 1985. A copy of AMENDMENT NO. ONE
to the RESTATED ESOSP is incorporated by reference to Exhibit (10)(A) of
Registrant's Annual Report (Form 10-K) for the fiscal year ended May 31, 1987.

         A copy of the ELECTRO RENT CORPORATION EMPLOYEE STOCK OWNERSHIP AND
SAVINGS PLAN, RESTATED AS OF JUNE 1, 1989 is incorporated by reference to
Exhibit (10)(A) of the Annual Report (Form 10-K) for the fiscal year ended May
31, 1989.

         Copies of the following documents amending and supplementing the ESOSP
and ESOP as heretofore amended are incorporated by reference to Exhibit
(10)(A)-(1) to (7) of the Annual Report (Form 10-K) for the fiscal year ended
May 31, 1995:

         ADOPTION AGREEMENT FOR THE VANGUARD PROTOTYPE 401(k) SAVINGS PLAN dated
August 1, 1994.

         ELECTRO RENT CORPORATION SAVINGS PLAN TRUST AGREEMENT dated September
1, 1994.

         ELECTRO RENT SAVINGS PLAN SUPPLEMENT TO THE VANGUARD PROTOTYPE 401(k)
SAVINGS PLAN ADOPTION AGREEMENT dated September 24, 1994.

         SECOND AMENDMENT TO ELECTRO RENT CORPORATION EMPLOYEE STOCK OWNERSHIP &
SAVINGS PLAN (RESTATED AS OF JUNE 1, 1989) dated as of June 1, 1991.







                                        9

<PAGE>   10

         THIRD AMENDMENT TO ELECTRO RENT CORPORATION EMPLOYEE STOCK OWNERSHIP
AND SAVINGS PLAN (RESTATED AS OF JUNE 1, 1989) dated June 15, 1994.

         FOURTH AMENDMENT TO ELECTRO RENT CORPORATION SAVINGS PLAN (RESTATED AS
OF JUNE 1, 1989) dated September 1, 1994.

         ELECTRO RENT CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN TRUST AGREEMENT
dated September 1, 1994.

         (10)(B) The 1980 Stock Option Plan and form of Stock Option Agreement
are incorporated by reference to Exhibits 1.1 and 2, respectively, of
Registration Statement (Form S-8), File No. 2-70763.

         The Incentive Stock Option Plan (as Amended and Restated to July 8,
1982) and Amendment No. One to Stock Option Agreement are incorporated by
reference to Exhibit (10)(B) of the Annual Report (Form 10-K) for the fiscal
year ended May 31, 1982. Amendment No. One to the Plan as Amended and Restated
and the Stock Option Agreement, Non-Qualified Stock Options are incorporated by
reference to Exhibit 10(B) of the Annual Report (Form 10-K) for the fiscal year
ended May 31, 1984.

         (10)(C) A copy of the ELECTRO RENT CORPORATION SUPPLEMENTAL RETIREMENT
PLAN is incorporated by reference to Exhibit (10)(C) of Registrant's Annual
Report (Form 10-K) for the fiscal year ended May 31, 1987.

         (10)(D) The EXECUTIVE EMPLOYMENT AGREEMENT between the Company and
Daniel Greenberg, Chairman of the Board of Directors and Chief Executive
Officer, and between the Company and William Weitzman, President and Chief
Operating Officer, each originally entered into December 15, 1986 and amended
November 22, 1988 by AMENDMENT NO. ONE TO EXECUTIVE EMPLOYMENT AGREEMENT was
each further amended and restated as of July 15, 1992. A copy of each EXECUTIVE
EMPLOYMENT AGREEMENT (AMENDED AND RESTATED AS OF JULY 15, 1992) is incorporated
by reference to Exhibits (10)(D)-(1) and (10)(D)-(2) of Registrant's Annual
Report (Form 10-K) for the fiscal year ended May 31, 1993.

         (10)(E) A copy of the Electro Rent Corporation 1990 Stock Option Plan,
the Electro Rent Corporation Stock Option Agreement (Incentive Stock Option) and
the Electro Rent Corporation Stock Option Agreement (Nonstatutory Option) are
incorporated by reference to Exhibits (10)(E)-(1), (10)(E)-(2) and (10)(E)-(3),
respectively to







                                       10

<PAGE>   11

the Annual Report (Form 10-K) for the fiscal year ended May 31, 1990. A copy of
AMENDMENT NUMBER ONE TO ELECTRO RENT CORPORATION 1990 STOCK OPTION PLAN adopted
October 3, 1991 is incorporated by reference to Exhibit (10)(E) of the Annual
Report (Form 10-K) for the fiscal year ended May 31, 1992. A copy of AMENDMENT
NUMBER TWO TO ELECTRO RENT CORPORATION 1990 STOCK OPTION PLAN adopted April 11,
1995 is incorporated by reference to Exhibit (10)(E) of the Annual Report (Form
10-K) for the fiscal year ended May 31, 1995.

         (10)(E) A copy of the Electro Rent Corporation 1996 Stock Option Plan,
the Electro Rent Corporation Stock Option Agreement (Incentive Stock Options)
and the Electro Rent Corporation Stock Option Agreement (Nonstatutory Stock
Options) are incorporated by reference to Exhibits (10)(E)-(1), (2) and (3)
respectively to the Annual Report (Form 10-K) for the fiscal year ended May 31,
1996. A copy of AMENDMENT NUMBER ONE TO ELECTRO RENT CORPORATION 1996 STOCK
OPTION PLAN adopted November 1, 1996 is filed as EXHIBIT (10)(E) to this Annual
Report.

         (10)(E) A copy of the Electro Rent Corporation 1996 Director Option
Plan and the Electro Rent Corporation Stock Option Agreement for the 1996
Director Option Plan are incorporated by reference to Exhibits (10)(E)-(4) and
(5) respectively to the Annual Report (Form 10-K) for the fiscal year ended May
31, 1996.

         (11) Statement re computation of per share earnings is incorporated by
reference to the 1997 Annual Report, pages 17 and 21.

         (13) 1997 Annual Report. Only those portions of the 1997 Annual
Report to security holders expressly incorporated hereby by reference are
deemed "filed."

         (21) Subsidiaries of the Registrant.

              Genstar Rental Electronics, Inc., a Canadian corporation (formerly
a subsidiary of Genstar Rental Electronics, Inc., a Delaware corporation).

              Electro Rent de Mexico S.A. de C.V., a Mexican corporation.

              Data Rentals/Sales, Inc., the Registrant's formerly wholly owned
subsidiary, has been merged into the Registrant, its parent, by statutory
merger. Its functions are conducted by a division of Electro Rent.






                                       11

<PAGE>   12

              Genstar Rental Electronics, Inc., a Delaware corporation, was
merged into Registrant, its parent, as of May 31, 1997.

         (22) Pages 1 and 17 to 26 of the Annual Report to Security Holders for
the fiscal year ended May 31, 1997 are appended hereto as Exhibit 22 hereof and
are being electronically filed with this Form 10-K Annual Report.

         (d) Schedule of Financial Statements Required by Regulation S-X which
         is excluded from the 1997 Annual Report by Rule 14 a 3(b) (1):


                            ELECTRO RENT CORPORATION

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                     Years Ended May 31, 1997, 1996 and 1995
                                 (in thousands)



<TABLE>
<CAPTION>
                                 Balance
                                     at                   Additions                                            Balance
                                 Beginning               Charged to                                            at End
       Description                of Year                  Income                   Deductions*                of Year
       -----------               ---------               ----------                 -----------                -------    
Allowance for doubtful
    receivables
         <S>                      <C>                       <C>                       <C>                       <C>
          1997                    $1,464                    $  717                    $  408                    $1,773
          
          
          1996                    $1,240                    $  682                    $  458                    $1,464
          
          
          1995                    $1,140                    $  244                    $  144                    $1,240
</TABLE>





     *Represents accounts written off against the allowance, net of recoveries.





                                       12

<PAGE>   13

                                   SIGNATURES

         Pursuant to the requirements of Sections 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                        Electro Rent Corporation

Dated:  August 22, 1997.                By /s/ Daniel Greenberg
                                           ----------------------------------
                                           Daniel Greenberg, Chief
                                           Executive Officer and Director


         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
        Signature                           Title                          Date
<S>                                <C>                                    <C>
/s/ Daniel Greenberg               Chairman of the Board
-------------------------          and Chief Executive Officer           August 22, 1997
    Daniel Greenberg


/s/ William Weitzman               President, Chief Operating
-------------------------          Officer and Director                  August 22, 1997
  William Weitzman                             

/s/ Craig R. Jones                 Chief Financial Officer               August 22, 1997
-------------------------
  Craig R. Jones

/s/ Gerald D. Barrone              Director                              August 22, 1997
-------------------------
  Gerald D. Barrone

/s/ Nancy Y. Bekavac               Director                              August 22, 1997
-------------------------
  Nancy Y. Bekavac


-------------------------          Director                              August 22, 1997
  Joseph J. Kearns

/s/ S. Lee Kling                   Director                              August 22, 1997
-------------------------
  S. Lee Kling

/s/ Michael R. Peevey              Director                              August 22, 1997
-------------------------
  Michael R. Peevey

/s/ Will Richeson, Jr.             Director                              August 22, 1997
-------------------------
  Will Richeson, Jr.
</TABLE>






                                       13

<PAGE>   14




                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

        As independent public accountants, we hereby consent to the
incorporation of our reports incorporated by reference in this Form 10-K, into
the Company's previously filed Registration Statement No. 3-37692.



/s/  ARTHUR ANDERSEN LLP


Arthur Andersen LLP
Los Angeles, California
August 28, 1997


                                       14







<PAGE>   15


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

        We have audited in accordance with generally accepted auditing
standards, the consolidated financial statements included in Electro Rent
Corporation's annual report to shareholders incorporated by reference in this
Form 10-K, and have issued our report thereon dated August 1, 1997. Our audit
was made for the purpose of forming an opinion on those statements taken as a
whole. The schedule listed in the index above is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not part of
the basic financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.


/s/  ARTHUR ANDERSEN LLP


Arthur Andersen LLP
Los Angeles, California
August 1, 1997










                                       15